Everyday People Financial Corp. — Proxy Solicitation & Information Statement 2021

Apr 20, 2021

JUSTIFY CAPITAL CORP.

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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Special Meeting to be held on Monday, May 17, 2021

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

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Proxies submitted must be received by 9:30 am (Vancouver Time) on Thursday, May 13, 2021.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

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To Vote Using the Internet

• Go to the following web site:

www.investorvote.com

• Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

01Q8NA

Appointment of Proxyholder

I/We being holder(s) of securities of Justify Capital Corp. (the “Corporation”) hereby appoint: Richard A. Graham, President & CEO, OR or failing him, Brian E. Bayley, Director, or failing him, Sandra Lee, Director, (the “Management Nominees”)

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Special Meeting of shareholders of the Corporation to be held at Suite 1703, 595 Burrard Street, Vancouver, BC V7X 1J1 on May 17, 2021 at 9:30 am (Vancouver Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Amend Articles

To consider and, if deemed advisable, to approve, with or without variation, a special resolution of the shareholders, the full texts of which are set forth in the Information Circular, approving the amendments to the articles of the Company (the “Articles”).

2. Amendments to TSX Venture Exchange Policy 2.4 – Capital Pool Companies

To consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution of shareholders, the full texts of which are set forth in the Information Circular, approving the following matters of business required to give effect to certain amendments to the TSX Venture Exchange’s Policy 2.4 – Capital Pool Companies (the “New CPC Policy”):

• 2.1 Authorizing the Company to approve certain amendments to its stock option plan (the “Option Plan”) pursuant to which the total number of common shares of the Company reserved for issuance both before and after completion of a Qualifying Transaction is 10% of the issued and outstanding common shares of the Company as at the date of grant, rather than at the closing date of the initial public offering.

2.2 Approving the removal of the consequences associated with the Company not completing a Qualifying Transaction (as that term is defined in the New CPC Policy) within 24 months of its listing date in accordance with the New CPC Policy.

2.3 Authorizing the Company to make certain amendments to the Company’s escrow agreement to effect certain changes contemplated under the New CPC Policy.

• 2.4 Authorizing and permitting the Company to pay any finders’ fee or commission to a Non-Arm’s Length Party (as that term is defined in the New CPC Policy) to the Company upon completion of the Qualifying Transaction, in accordance with the terms of the New CPC Policy.

For	Against
For	Against
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For Against

3. Other Business

To transact any other business as may properly be brought before the Meeting or any adjournment(s) or postponement thereof.

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Signature of Proxyholder

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

Signature(s)	Signature(s)	Date
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J U T Q

A R 0

3 1 4 9 9 2

01Q8OA